Mosaic is a royalty-free voting policy designed by and for committed Canadian investors. Open, adaptable, and grounded in shared principles of responsible investment.
The name says it all: like a mosaic, this policy brings together a diversity of perspectives — from pension funds, foundations, asset managers, and religious communities — to form a coherent and unified whole. Expectations around autonomy and transparency in proxy voting practices are intensifying. Mosaic offers a credible, open, and collaborative alternative.
Reduce your reliance on foreign proxy advisors. Mosaic offers an analytical framework entirely designed in Canada, by Canadian investors, aligned with local regulatory realities.
Co-developed with Canadian pension funds, foundations, and asset managers. Each organization can adopt it in full, incorporate specific criteria, or adapt it to their own policy.
From board governance to artificial intelligence, including climate, human rights, and executive compensation — 7 topics cover the full range of issues submitted to shareholder vote.
The guidelines are built on the UN Guiding Principles, ILO standards, the Paris Agreement, the SDGs, and IFRS S1/S2 frameworks — a credible and globally recognized foundation.
Built on the foundations of Canadian voting policies that have championed responsible investment best practices for decades, Mosaic takes these recognized standards further — structuring them into a modern, open, and adaptable framework. Here is an overview of the 7 topics covered, each with clear positions and precise voting criteria.
Requires at least two-thirds independent members. Strict independence criteria including a 10-year tenure cap. Separation of board chair and CEO roles. Overboarding limits and a minimum 75% attendance threshold. Support for employee representation on the board and opposition to classified boards.
GovernanceOpposition to CEO-to-worker pay ratios exceeding 200:1. Requires ESG criteria in executive compensation. Rejection of omnibus plans, phantom shares, and excessive golden parachutes (beyond 2x salary). Mandatory clawback provisions. Annual say-on-pay vote.
GovernanceOpposition when non-audit fees exceed 25% of total fees. Auditor tenure limit of 10 years. Requires financial statements to reflect material climate-related risks, in line with Carbon Tracker Initiative recommendations.
GovernanceClear dilution thresholds for share issuances (20–50%). Opposition to dual-class share structures and supermajority requirements. Detailed criteria for equity-based compensation plans, including limits on total dilution and plan duration.
GovernanceProtection of the right to call special meetings (10% threshold). Minimum 25% quorum requirement. Opposition to poison pills without shareholder approval. Case-by-case evaluation of mergers and acquisitions using a structured framework covering financial valuation, governance impact, process integrity, and stakeholder considerations.
GovernanceCase-by-case evaluation of mergers and acquisitions using a structured framework covering financial valuation, governance impact, process integrity, and stakeholder considerations. Detailed criteria for shareholder rights plans (poison pills), including a minimum 20% trigger threshold. Opposition to takeover defences adopted without shareholder approval.
GovernanceClear positions on pollution, water resources, biodiversity (TNFD framework), animal welfare, and circular economy. Comprehensive coverage of human rights, diversity equity and inclusion, racial equity, freedom of association, health and safety, Indigenous rights (FPIC), and just transition. Guidelines on artificial intelligence (ethical risks, board oversight), predatory lending, tax transparency, and lobbying. Requires disclosure of political expenditures and their alignment with company policies. Opposition to anti-ESG proposals.
Environment Social GovernanceMosaic was developed in collaboration with several categories of Canadian institutional investors, united by a shared vision of responsible investment.
Whether you want to adopt it, draw inspiration from it, or simply understand our approach — Mosaic is open.
The complete guidelines in PDF — 39 pages covering 7 governance, environmental, and social responsibility topics.
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